UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                             ----------------------

                                    FORM 10-Q

                             ----------------------

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                                  -------------

                        Commission file number 333-57931

                                TUMBLEWEED, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                              61-1327945
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)


                1900Mellwood  Avenue,  Louisville,  Kentucky  40206  (Address of
                    principal executive offices)

                                 (502) 893-0323
               (Registrants telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes X No

The number of shares of common stock,  par value of $.01 per share,  outstanding
on August 1, 1999 was 5,881,543.

Exhibit Index:  Pages  20 - 21



<PAGE>
                                TUMBLEWEED, INC.

                                      INDEX


PART I.  FINANCIAL INFORMATION                                              PAGE

  Item 1.  Financial Statements (Unaudited)
             a)  Statements of Operations for the six months
                 and three months ended June 30, 1999 and 1998                3
             b)  Balance Sheets as of June 30, 1999 and
                 December 31, 1998                                            4
             c)  Statements of Cash Flows for the six months
                 ended June 30, 1999 and 1998                                 6
             d)  Notes to Financial Statements                                7

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations                     13

  Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk                                                       19

PART II.    OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K                                  20

Signature                                                                    22



<PAGE>
<TABLE>
<CAPTION>
                                Tumbleweed, Inc.

                            Statements of Operations

                                   (Unaudited)

                                              Six Months Ended            Three Months Ended
                                                   June 30                       June 30
                                             1999           1998           1999          1998
                                        ----------------------------  ----------------------------
<S>                                     <C>            <C>            <C>            <C>
Revenues:
  Restaurant sales                      $ 23,927,217   $ 18,547,631   $ 12,594,899   $ 10,138,509
  Commissary sales                           562,647        503,340        276,411        252,474
  Franchise fees and royalties               532,662        384,614        281,493        199,427
  Other revenues                             206,397        249,627        116,751        186,925
                                        ----------------------------  ----------------------------
Total revenues                            25,228,923     19,685,212     13,269,554     10,777,335

Operating expenses:
  Restaurant cost of sales                 6,963,848      5,385,530      3,700,447      2,997,113
  Commissary cost of sales                   514,882        430,119        254,629        219,227
  Operating expenses                      11,954,963      9,600,749      6,122,553      5,113,574
  Selling, general and
    administrative expenses                2,491,530      1,993,873      1,306,802      1,054,001
  Preopening expenses                        255,033        306,908        120,228        209,958
  Depreciation and amortization              862,735        655,364        444,270        354,802
                                        ----------------------------  ----------------------------
Total operating expenses                  23,042,991     18,372,543     11,948,929      9,948,675
                                        ----------------------------  ----------------------------
Income from operations                     2,185,932      1,312,669      1,320,625        828,660
Other income (expense):
  Interest income                             23,597         31,028          6,574         18,185
  Interest expense                          (546,121)      (410,257)      (282,756)      (255,552)
                                        ----------------------------  ----------------------------
Total other expense                         (522,524)      (379,229)      (276,182)      (237,367)
                                        ----------------------------  ----------------------------
Income before income taxes and
  cumulative effect of a change
  in accounting principle                  1,663,408        933,440      1,044,443        591,293
Provision for income taxes:
  Current                                   (582,193)             -       (365,555)             -
  Deferred                                  (639,623)             -              -              -
                                        ----------------------------  ----------------------------
Total provision for income taxes          (1,221,816)             -       (365,555)             -
                                        ----------------------------  ----------------------------
Income before cumulative effect
  of a change in accounting
  principle                                  441,592        933,440        678,888        591,293
Cumulative effect of a change in
  accounting principle, net of
    tax - see Note 2                        (341,035)             -              -              -
                                        ----------------------------  ----------------------------
Net income                              $    100,557   $    933,440   $    678,888   $    591,293
                                        ============================  ============================
Pro forma income data:
  Income before income taxes and
    cumulative effect of a change
    in accounting principle             $  1,663,408   $    933,440   $  1,044,443   $    591,293
  Pro forma income taxes                    (582,193)      (326,704)      (365,555)      (206,953)
                                        ----------------------------  ----------------------------
  Pro forma income before
    cumulative effect of a change
    in accounting principle                1,081,215        606,736        678,888        384,340
  Cumulative effect of a change
    in accounting principle, net
    of tax                                  (341,035)             -              -              -
                                        ----------------------------  ----------------------------
  Pro forma net income                  $    740,180   $    606,736   $    678,888   $    384,340
                                        ============================  ============================
Pro forma basic and diluted
  earnings per share:
  Pro forma income before
    cumulative effect of a change
    in accounting principle             $       0.18   $       0.12   $       0.12   $       0.08
  Cumulative effect of a change
    in accounting principle, net
    of tax                                     (0.06)             -              -              -
                                        ----------------------------  ----------------------------
  Pro forma net income                  $       0.12   $       0.12   $       0.12   $       0.08
                                        ============================  ============================
Weighted average number of out-
  standing shares (pro forma
  shares in 1998)                          5,881,543      5,105,000      5,881,543      5,105,000
                                        ============================  ============================


See accompanying notes.
</TABLE>
                                        3
<PAGE>
<TABLE>
<CAPTION>
                                Tumbleweed, Inc.

                                 Balance Sheets


                                                                                        Pro forma
                                                      June 30      December 31         December 31
                                                       1999           1998                1998
                                                   -----------------------------     ---------------
                                                    (Unaudited)                        (Unaudited)
<S>                                                <C>            <C>                <C>
Assets
Current assets:
  Cash and cash equivalents                        $     888,850  $   1,898,973      $    1,898,973
  Accounts receivable                                    600,273        433,872             433,872
  Inventories                                          1,527,099      1,333,591           1,333,591
  Prepaid expenses                                       360,946        330,439             330,439
  Deferred preopening expenses                                 -        524,669             524,669
                                                   -----------------------------     ---------------
Total current assets                                   3,377,168      4,521,544           4,521,544

Property and equipment, net                           28,891,675     24,920,797          24,920,797

Goodwill, net of accumulated amortization of
  $495,642 in 1999 and $440,242 in 1998                2,793,100      2,833,704           2,833,704

Other assets                                             442,947      1,404,861           1,404,861





















                                                   -----------------------------     ---------------

Total assets                                       $  35,504,890  $  33,680,906      $   33,680,906
                                                   =============================     ===============


See accompanying notes.



</TABLE>











                                        4

<PAGE>
<TABLE>
<CAPTION>
                                                                                       Pro forma
                                                      June 30      December 31         December 31
                                                       1999           1998                1998
                                                   -----------------------------     ---------------
                                                    (Unaudited)                        (Unaudited)
<S>                                                <C>            <C>                <C>
Liabilities, Redeemable Members' Equity, Members'
  Equity, Retained Earnings (Deficit) and
  Stockholders' Equity
Current liabilities:
  Short-term borrowings                            $           -  $   6,990,348      $    6,990,348
  Accounts payable                                     1,324,023      1,781,418           1,781,418
  Accrued liabilities                                  1,905,430      1,873,651           1,873,651
  Deferred income taxes                                  386,430              -             467,420
  Current maturities on long-term
    debt and capital leases                              974,919        895,310             895,310
                                                   -----------------------------     ---------------
Total current liabilities                              4,590,802     11,540,727          12,008,147

Long-term liabilities:
  Long-term debt, less current maturities             11,042,723      9,180,358           9,180,358
  Capital lease obligations, less current
    maturities                                         3,057,937      3,287,296           3,287,296
  Deferred income taxes                                  266,837              -             172,203
  Other liabilities                                       93,340         94,838              94,838
                                                   -----------------------------     ---------------
Total long-term liabilities                           14,460,837     12,562,492          12,734,695
                                                   -----------------------------     ---------------

Total liabilities                                     19,051,639     24,103,219          24,742,842

Redeemable members' equity                                     -     18,924,688                   -

Members' equity                                                -        354,459                   -

Retained earnings (deficit)                                    -     (9,701,460)                  -

Stockholders' equity:
  Preferred stock, $.01 par value, 1,000,000
    shares authorized; no shares issued
    and outstanding                                            -              -                   -
  Common stock, $.01 par value, 16,500,000
    shares authorized; 5,881,543 shares issued
    and outstanding in 1999 (5,105,000 shares on a
    pro forma basis in 1998)                              58,815              -              51,050
  Paid-in capital                                     16,293,879              -           8,887,014
  Retained earnings                                      100,557              -                   -
                                                   -----------------------------     ---------------
     Total stockholders' equity                       16,453,251              -           8,938,064
                                                   -----------------------------     ---------------

Total liabilities and stockholders' equity         $  35,504,890  $  33,680,906      $   33,680,906
                                                   =============================     ===============


See accompanying notes.







</TABLE>








                                        5
<PAGE>
<TABLE>
<CAPTION>
                                Tumbleweed, Inc.

                            Statements of Cash Flows

                                   (Unaudited)

                                                         Six Months Ended
                                                              June 30
                                                        1999           1998
                                                   -----------------------------
<S>                                                <C>            <C>
Operating activities:
  Net income                                       $     100,557  $     933,440
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                       790,874        578,267
      Amortization                                        71,861         77,097
      Preopening amortization                                  -        306,908
      Deferred income taxes                              653,267              -
      Loss on disposition of property and equipment        3,616          3,945
      Changes in operating assets and liabilities:
        Accounts receivable                             (166,401)       122,114
        Inventories                                     (193,508)      (174,483)
        Deferred preopening expenses                     524,669       (611,323)
        Prepaid expenses                                 (47,748)       (18,152)
        Other assets                                     (52,103)         2,591
        Accounts payable                                  44,787       (121,882)
        Accrued liabilities                               31,779        229,969
        Other liabilities                                 (1,498)           752
                                                   -----------------------------
Net cash provided by operating activities              1,760,152      1,329,243

Investing activities:
  Purchases of property and equipment                 (4,765,368)    (2,505,742)
                                                   -----------------------------

Net cash used in investing activities                 (4,765,368)    (2,505,742)

Financing activities:
  Distribution of members' equity                              -       (551,445)
  Proceeds from common stock offering                  7,765,397              -
  Proceeds from issuance of long-term debt             6,243,435      3,280,463
  Payments on long-term debt and capital lease
    obligations                                      (11,521,168)    (1,750,806)
  Payment of public offering costs                      (492,571)       (52,111)
                                                   -----------------------------
Net cash provided by financing activities              1,995,093        926,101
                                                   -----------------------------

Net decrease in cash and cash equivalents             (1,010,123)      (250,398)

Cash and cash equivalents at beginning of period       1,898,973      1,228,867
                                                   -----------------------------
Cash and cash equivalents at end of period         $     888,850  $     978,469
                                                   =============================

Supplemental cash flow information:
  Cash paid for interest, net of amount
    capitalized                                    $     544,570  $     427,920
                                                   =============================

Noncash investing and financing activities:
  Equipment acquired by capital lease obligations  $           -  $   1,285,208
                                                   =============================



See accompanying notes.

</TABLE>

                                        6
<PAGE>
                                TUMBLEWEED, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 30, 1999


1.    BASIS OF PRESENTATION

Merger of Tumbleweed, LLC and Tumbleweed, Inc.

Tumbleweed, Inc. (the Company) was legally formed in December 1997 and
capitalized on June 23, 1998 with the issuance of 13 shares of Company common
stock at $10 per share. Effective January 1, 1999, and as a result of the sale
of 776,543 shares of common stock in an initial public offering (IPO),
Tumbleweed, LLC (Tumbleweed) was merged into the Company. The interests of
Tumbleweed members at the time of the merger were converted into a total of
5,105,000 shares of Company common stock.

The Company's assets of $1 at December 31, 1998 consisted solely of cash
received in connection with the capitalization of the Company. As of December
31, 1998, the Company had not conducted any operations and all activities
through December 31, 1998 related to the IPO and the merger with Tumbleweed.
During 1998, the Company opened a bank account for the cash received in
connection with the capitalization totaling $130 and, as a result of maintaining
the cash account, the Company incurred expenses totaling $129 during 1998. All
expenditures related to the IPO were funded and recorded by Tumbleweed.
Accordingly, the Company's balance sheet as of December 31, 1998 and the
statements of operations and cash flows for the period from inception through
December 31, 1998 would not provide meaningful information and, accordingly,
have been omitted. Also, the accompanying statements of operations for the three
months and six months ended June 30, 1998, statement of cash flows for the six
months ended June 30, 1998 and balance sheet and pro forma balance sheet as of
December 31, 1998 are those of Tumbleweed and are included for comparative
purposes since it was the predecessor company.

As of June 30, 1999, the Company owns and operates 27 restaurants in Kentucky,
Indiana and Ohio and franchises an additional 15 restaurants in Indiana,
Illinois, Kentucky, Tennessee and Wisconsin. The Company also licenses five
restaurants in Germany, Saudi Arabia and Jordan. Since June 30, 1999, the
Company has opened an additional company-owned restaurant in Kentucky.

Interim Financial Reporting

The accompanying financial statements have been prepared by the Company without
audit, with the exception of the December 31, 1998 balance sheet which was
derived from the audited financial statements included in the Company's Form
10-K. The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
reporting and in accordance with Rule 10-01 of Regulation S-X. These financial
statements, note disclosures and other information should be read in conjunction
with the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998.

In the opinion of management, the unaudited interim financial statements
contained in this report reflect all adjustments, consisting of only normal
recurring accruals, which are necessary for a fair presentation. The results of
operations for the six months ended June 30, 1999 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1999.

Pro forma Financial Information

Pursuant to the rules and regulations of the Securities and Exchange Commission,
the accompanying pro forma balance sheet for Tumbleweed as of December 31, 1998
reflects the change in capitalization attributable to the conversion of
Tumbleweed's members' interests into 5,105,000 shares of Tumbleweed, Inc. common
stock as if the IPO had closed on December 31, 1998 (excluding the effects of
the offering proceeds). The pro forma balance sheet also reflects the deferred
tax effects of Tumbleweed changing from a limited liability company (which is
taxed as a partnership) to a regular corporate taxable status. Such deferred tax
effects are included in income on January 1, 1999, the date the change in tax
status occurred.

                                       7
<PAGE>

1.   BASIS OF PRESENTATION (continued)

Additionally, pro forma net income in the accompanying pro forma income data for
the six months ended June 30, 1999 and the three months and six months ended
June 30, 1998 reflects a pro forma adjustment to income before income taxes and
cumulative effect of a change in accounting principle for federal and state
income taxes at an estimated effective rate of 35% as if the Company had been a
regular corporate taxpayer throughout the periods presented. Pro forma basic and
diluted earnings per share is computed based upon the weighted average number of
shares of common stock outstanding for 1999. For 1998, the weighted average
number of shares outstanding assumes the conversion of Tumbleweed's members'
interests into common stock as of the beginning of the period.

2.   CHANGE IN ACCOUNTING PRINCIPLE

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 98-5, "Reporting the Costs of Start-Up Activities."
The SOP was effective beginning January 1, 1999 and requires that start-up costs
capitalized prior to January 1, 1999 be written-off and any future start-up
costs be expensed as incurred. Prior to 1999, the Company capitalized its
preopening costs incurred in connection with opening new restaurant locations.
The unamortized balance of the Company's deferred preopening costs ($524,669 as
of December 31, 1998) was written-off (net of income taxes of $183,634) as a
cumulative effect of an accounting change on January 1, 1999.

3.   ACCRUED LIABILITIES

Accrued liabilities consist of:

                                                       June 30      December 31
                                                        1999           1998
                                                   -----------------------------

Accrued payroll and related taxes                  $     978,057  $     792,809
Accrued insurance and fees                               219,598        284,270
Accrued taxes, other than income and payroll             473,966        393,593
Gift certificate liability                                85,562        275,743
Other                                                    148,247        127,236
                                                   -----------------------------
                                                   $   1,905,430  $   1,873,651
                                                   =============================

4.   LONG-TERM DEBT

Long-term debt consists of:

                                                       June 30      December 31
                                                        1999           1998
                                                   -----------------------------
Secured $6,500,000  mortgage  revolving line of
  credit note, bearing interest at  prime rate
  plus .25% (8.0% at June 30, 1999), due December
  31, 2002                                         $   4,662,148  $   4,302,148

Secured mortgage note payable, bearing interest
  at commercial paper rate plus 2.65% (7.85% at
  June 30, 1999), due February 17, 2006                2,787,174              -

Secured mortgage note payable, bearing interest
  at prime rate plus 1% (8.75% at June 30, 1999),
  payable in monthly installments through October
  1, 2017                                              1,072,568      1,084,274
                              (Continued next page)

                                       8
<PAGE>
4. LONG-TERM DEBT (continued)

                                                       June 30      December 31
                                                        1999           1998
                                                   -----------------------------
Secured mortgage note payable, bearing interest at
  8.5%, payable in monthly installments through
  February 15, 2008                                $     974,990  $     991,396

Secured mortgage note payable, bearing interest
  at prime rate (7.75% at June 30, 1999), payable
  in monthly installments through March 1, 2006          667,364              -

Secured mortgage note payable, bearing interest
  at prime rate plus 1.25% (9.0% at June 30, 1999),
  payable in monthly installments through November
  27, 2016                                               653,125        671,875

Secured mortgage note payable, bearing interest at
  Commercial paper rate plus 3%                                -      1,111,928

Secured mortgage note payable, bearing interest
  at commercial rate plus 3.1%                                 -        695,230

Other installment notes payable                          732,051        750,595
                                                   -----------------------------
                                                      11,549,420      9,607,446
Less current maturities                                  506,697        427,088
                                                   -----------------------------
Long-term debt                                     $  11,042,723  $   9,180,358
                                                   =============================

Property and equipment with a net book value of approximately $20,500,000 at
June 30, 1999 collateralize the Company's long-term debt.

Subsequent to June 30, 1999, the prime rate increased from 7.75% to 8.0%.


5.   RELATED PARTY TRANSACTIONS

On April 1, 1999, the Company purchased the land and building, including
improvements, of the Springdale, Ohio restaurant from Keller, LLC (a limited
liability company in which a director of the Company owns a substantial
interest), the lessor of the property, for $1,625,000. The purchase was made for
an amount substantially equal to the costs originally expended by Keller, LLC in
the purchase of the land and construction of the improvements, which
approximated the fair market value as determined by an independent appraisal. At
the time of purchase, the Company entered into a modification agreement with a
local bank to increase a line of credit and to place a mortgage on the land and
building to secure the increased line of credit. At the time of the purchase,
the Company's capital lease obligation to Keller, LLC was terminated.

On July 1,  1999,  the  Company  purchased  the  land  and  building,  including
improvements,  of the Bowling Green,  Kentucky restaurant from Douglass Ventures
(a  Kentucky  general  partnership  and  stockholder  of the  Company in which a
director of the Company is a general  partner) and an unrelated third party, the
co-lessors of the property, for $884,640. The purchase was calculated in
accordance with the lease agreement which  approximated the fair market value as
determined  by an  independent  appraisal.  At the  time  of the  purchase,  the
Company's lease obligation was terminated. The purchase price was funded by cash
reserves and funds drawn on the Company's $6,500,000 line of credit.

                                       9
<PAGE>
6.   COMMITMENTS

At June 30, 1999, the Company had commitments of approximately $280,000 for the
completion of the construction of three restaurants, of which two were open at
June 30, 1999. Landlord financing has been secured to fund the commitments.

7.   SEGMENT INFORMATION

The Company has three reportable segments: restaurants, commissary and
corporate. The restaurant segment consists of the operations of all
company-owned restaurants and derives its revenues from the sale of food
products to the general public. The commissary segment derives its revenues from
the sale of food products to corporate-owned and franchised restaurants. The
corporate segment derives revenues from sale of franchise rights, franchise
royalties and related services used in restaurant operations, and contains the
selling, general and administrative activities of the Company.

Generally, the Company evaluates performance and allocates resources based on
net income. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies in the Company's
Annual Report on Form 10-K.

Segment information for the six months ended June 30 is as follows:

1999:
                              Restaurant   Commissary   Corporate     Totals
                            ----------------------------------------------------
Revenues from external
  customers                  $ 23,927,217  $  562,647  $  739,059  $ 25,228,923
Intersegment revenues                   -   1,312,843           -     1,312,843
General and
  administrative expenses               -           -   1,881,146     1,881,146
Advertising expenses                    -           -     610,384       610,384
Depreciation and
  amortization                    688,693      59,376     114,666       862,735
Net interest expense                    -      84,850     437,674       522,524
Income (loss) before income
  taxes and cumulative effect
  of a change in accounting
  principle                     3,948,071      14,993  (2,299,656)    1,663,408


1998:
                              Restaurant   Commissary   Corporate     Totals
                            ----------------------------------------------------
Revenues from external
  customers                  $ 18,547,631  $  503,340  $  634,241  $ 19,685,212
Intersegment revenues                   -   1,174,460           -     1,174,460
General and
  administrative expenses               -           -   1,562,887     1,562,887
Advertising expenses                    -           -     430,986       430,986
Depreciation and
  amortization                    495,603      56,812     102,949       655,364
Net interest expense                    -      80,850     298,379       379,229
Income (loss) before income
  taxes and cumulative effect
  of a change in accounting
  principle                     2,736,547     106,407  (1,909,514)      933,440


                                       10
<PAGE>
7.    SEGMENT INFORMATION (continued)

Segment information for the three months ended June 30 is as follows:

1999:
                              Restaurant   Commissary   Corporate     Totals
                            ----------------------------------------------------
Revenues from external
  customers                  $ 12,594,899  $  276,411  $  398,244  $ 13,269,554
Intersegment revenues                   -     644,958           -       644,958
General and
  administrative expenses               -           -     981,380       981,380
Advertising expenses                    -           -     325,422       325,422
Depreciation and
  amortization                    356,054      29,688      58,528       444,270
Net interest expense                    -      43,025     233,157       276,182
Income (loss) before income
  taxes and cumulative effect
  of a change in accounting
  principle                     2,211,443        (105) (1,166,895)    1,044,443


1998:
                              Restaurant   Commissary   Corporate     Totals
                            ----------------------------------------------------
Revenues from external
  customers                  $ 10,138,509  $  252,474  $  386,352  $ 10,777,335
Intersegment revenues                   -     589,107           -       589,107
General and
  administrative expenses               -           -     821,208       821,208
Advertising expenses                    -           -     232,793       232,793
Depreciation and
  amortization                    273,043      28,406      53,353       354,802
Net interest expense                    -      40,425     196,942       237,367
Income (loss) before income
  taxes and cumulative effect
  of a change in accounting
  principle                     1,592,541      41,991  (1,043,239)      591,293


8.    INCOME TAXES

Concurrent with the merger of the Company as described in Note 1, Tumbleweed
converted from a limited liability company into a C corporation and is now
subject to federal and state income taxes. As of the date of the merger, the
Company recorded a net deferred tax liability and corresponding income tax
expense for cumulative temporary differences between the tax basis and the
reported amounts of the Company's assets and liabilities. At the date of the
merger, the net differences equaled approximately $1,780,000 resulting in a net
deferred tax liability and corresponding income tax expense of $639,623 which is
included in the deferred income tax provision in the accompanying statement of
operations for the six months ended June 30, 1999.

Income taxes on the Company's income for the three months and six months ended
June 30, 1999 have been provided for at an estimated effective tax rate of 35%.


                                       11
<PAGE>
8.     INCOME TAXES (continued)

Significant components of the Company's deferred tax assets and liabilities as
of June 30, 1999 are as follows:

           Deferred tax assets:
                Book over tax amortization               $     76,491
                Other                                          68,532
                                                        ---------------
                     Total deferred tax assets                145,023

           Deferred tax liabilities:
                Deferred expenses                            (276,051)
                Tax over book depreciation                   (362,564)
                Other                                        (159,675)
                                                        ---------------
                     Total deferred tax liabilities          (798,290)
                                                        ---------------
           Net deferred tax liability                    $   (653,267)
                                                        ===============















                                       12



<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

We make various forward-looking statements about our business in the following
discussion. When making these forward-looking statements, we use words such as
expects, believes, estimates, anticipates, plans and similar expressions to
identify them. We also identify important cautionary factors that could cause
our actual results to differ materially from those projected in the
forward-looking statements we make. Factors that realistically could cause
results to differ materially from those projected in the forward-looking
statements include the availability and cost of financing and other events that
affect our restaurant expansion program, changes in food and other costs,
changes in national, regional or local economic conditions, changes in consumer
tastes, competitive factors such as changes in the number and location of
competing restaurants, the availability of experienced management and hourly
employees, and other factors set forth below.

Of the 47 Tumbleweed restaurants as of June 30, 1999, we owned and operated 27
restaurants in Kentucky, Indiana and Ohio, franchised 15 restaurants in Indiana,
Illinois, Kentucky, Tennessee and Wisconsin, and licensed five restaurants in
Germany, Jordan and Saudi Arabia. One additional company-owned restaurant opened
in Henderson, Kentucky in July 1999.

Effective January 1, 1999, Tumbleweed, LLC (Tumbleweed) converted to a C
corporation from a limited liability company by merging with the Company. As a
limited liability company, Tumbleweed had been treated as a partnership for
income tax purposes and, accordingly, had not been subject to federal or state
income taxes. The discussion of financial condition and results of operations
included in the paragraphs that follow reflect a pro forma adjustment for
federal and state income taxes that would have been recorded during the periods
if Tumbleweed had been subject to corporate income taxes throughout the periods
presented.

The following section should be read in conjunction with our financial
statements and the related notes included elsewhere in this filing.

RESULTS OF OPERATIONS

The table, on the next page, sets forth the percentage relationship to total
revenues of certain income statement data, except where noted, for the periods
indicated.




















                                       13
<PAGE>
<TABLE>
<CAPTION>
                                  Six Months Ended          Three Months Ended
                                      June 30                    June 30
                                 1999         1998          1999         1998
                               ---------    ---------     ---------    ---------
<S>                             <C>          <C>           <C>          <C>
Revenues:
  Restaurant sales               94.9  %      94.2  %       94.9  %      94.1  %
  Commissary sales                2.2          2.6           2.1          2.3
  Franchise fees and royalties    2.1          1.9           2.1          1.9
  Other revenues                  0.8          1.3           0.9          1.7
                               ---------    ---------     ---------    ---------
    Total revenues              100.0        100.0         100.0        100.0

Operating expenses:
  Restaurant cost of sales(1)    29.1         29.0          29.4         29.6
  Commissary cost of sales(2)    91.5         85.5          92.1         86.8
  Operating expenses(1)          50.0         51.8          48.6         50.4
  Selling, general and
    administrative expenses       9.9         10.1           9.8          9.8
  Preopening expenses             1.0          1.6           0.9          1.9
  Depreciation and amortization   3.4          3.3           3.3          3.3
                               ---------    ---------     ---------    ---------
    Total operating expenses     91.3         93.3          90.0         92.3
                               ---------    ---------     ---------    ---------
    Income from operations        8.7          6.7          10.0          7.7
Interest expense, net            (2.1)        (1.9)         (2.1)        (2.2)
                               ---------    ---------     ---------    ---------
Income before income taxes
  and cumulative effect of a
  change in accounting
  principle                       6.6          4.8           7.9          5.5
Provision for income taxes:
  Current                        (2.3)           -          (2.8)           -
  Deferred                       (2.5)           -             -            -
                               ---------    ---------     ---------    ---------
Total provision for income taxes (4.8)           -          (2.8)           -
                               ---------    ---------     ---------    ---------
Income before cumulative effect
  of a change in accounting
  principle                       1.8          4.8           5.1          5.5
Cumulative effect of a change
  in accounting principle, net
  of tax                         (1.4)           -             -            -
                               ---------    ---------     ---------    ---------
Net income                        0.4  %       4.8  %        5.1  %       5.5  %
                               =========    =========     =========    =========

Pro forma income data:
  Income before income taxes
    and cumulative effect of
    a change in accounting
    principle                     6.6  %       4.8  %        7.9  %       5.5  %
  Pro forma income taxes         (2.3)        (1.7)         (2.8)        (1.9)
                               ---------    ---------     --------    ---------
  Pro forma income before
    cumulative effect of a
    change in accounting
    principle                     4.3          3.1           5.1          3.6
  Cumulative effect of a
    change in accounting
    principle, net of tax        (1.4)           -             -            -
                               ---------    ---------     ---------    ---------
  Pro forma net income            2.9  %       3.1  %        5.1  %       3.6  %
                               =========    =========     =========    =========

(1)    As percentage of restaurant sales.
(2)    As percentage of commissary sales.
</TABLE>

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

Total revenues increased by $5,543,711 or 28.2% for the six months ended June
30, 1999 compared to the same period in 1998 primarily as a result of the
following:

  Restaurant sales increased by $5,379,586 or 29.0% for the six months ended
  June 30, 1999 compared to the same

                                       14
<PAGE>
  period in 1998. The increase is due primarily to the addition of five
  Company-owned restaurants since June 30, 1998 and an increase in same store
  sales of 4.1% for the six month period.

  Commissary sales to franchised restaurants increased by $59,307 or 11.8% for
  the six months ended June 30, 1999 compared to the same period in 1998. The
  increase is due primarily to the addition of five franchised or licensed
  restaurants since June 30, 1998.

  Franchise fees and royalties increased by $148,048 or 38.5% for the six months
  ended June 30, 1999 compared to same period in 1998. The increase was due
  primarily to a $70,000 increase in franchise fees received upon the opening of
  four new franchised restaurants during the six months ended June 30, 1999
  compared to two during the same period in 1998. Additionally, royalty income
  increased approximately $83,000 during the six months ended June 30, 1999
  compared to the same period in 1998.

  Other revenues decreased by $43,230 or 17.3% for the six months ended June 30,
  1999 compared to the same period in 1998 primarily due to the fact that 1998
  includes approximately $143,000 received from the Ohio Bureau of Workers'
  Compensation which represents a return of invested premiums by the State of
  Ohio. There was no similar income during the six months ended June 30, 1999.
  The decrease in other revenues is partially offset by an increase in volume
  related purchasing rebates of approximately $39,000.

  Restaurant cost of sales increased by $1,578,318 or 29.3% for the six months
  ended June 30, 1999 compared to the same period in 1998. The increase was
  principally due to the opening of five additional Company-owned restaurants
  since June 30, 1998. Restaurant cost of sales increased as a percentage of
  sales by 0.1% to 29.1% for the six months ended June 30, 1999 compared to
  29.0% during the same period in 1998.

Commissary cost of sales increased $84,763 or 19.7% for the six months ended
June 30, 1999 compared to the same period in 1998. The increase in commissary
cost of sales is due primarily to increased overhead costs in the six months
ended June 30, 1999 compared to the same period in 1998. As a percentage to
sales, commissary cost of sales increased 6.0%.

Restaurant operating expenses increased by $2,354,214 or 24.5% for the six
months ended June 30, 1999 compared to the same period in 1998. The increase
reflects the addition of five Company-owned restaurants since June 30, 1998.
Operating expenses decreased as a percentage of restaurant sales to 50.0% for
the six months ended June 30, 1999 from 51.8% for the same period in 1998
primarily due to a 0.8% decrease in labor costs and a 0.7% decrease in
restaurant level promotional costs.

Selling, general and administrative expenses increased by $497,657 or 25.0% for
the six months ended June 30, 1999 compared to the same period in 1998. The
increase was due in part to the addition of management and staff personnel
during 1998 and the six months ended June 30, 1999 to support the growing
restaurant base and additional advertising costs. Because of the Company's
restaurant growth plans, management expects selling, general and administrative
expenses to continue to increase during the remainder of 1999 in absolute
dollars. As a percentage to total revenues, selling, general and administrative
expenses were 9.9% of revenues for the six months ended June 30, 1999 versus
10.1% for the same period in 1998.

Preopening expenses were $255,033 for the six months ended June 30, 1999 versus
preopening amortization of $306,908 for the six months ended June 30, 1998. See
Note 2 of the financial statements regarding the adoption of Statement of
Position (SOP) 98-5, "Reporting the Costs of Start-Up Activities." As a result
of the adoption of SOP 98-5 on January 1, 1999, the Company recorded a charge to
income, net of tax, of $341,035 representing the write-off of deferred
preopening costs as of December 31, 1998. The charge is reported net of taxes as
a cumulative effect of a change in accounting principle.

Depreciation and amortization expense increased $207,371 or 31.6% for the six
months ended June 30, 1999 compared to the same period in 1998 due primarily to
the addition of five Company-owned restaurants since June 30, 1998.

Net interest expense increased $143,295 or 37.8% for the six months ended June
30, 1999 compared to the same period in 1998. The increase resulted from
increased borrowing to fund the growth in Company-owned restaurants.

                                       15
<PAGE>
The combined estimated effective federal and state income tax rate was 35% for
the six months ended June 30, 1999. The pro forma adjustments provide for income
taxes as though the Company had been subject to corporate income taxes
throughout the periods presented. Additionally, as a result of a change in tax
status from a limited liability corporation to a C corporation effective January
1, 1999, the Company recorded a net deferred income tax liability and income tax
expense of $639,623 in 1999.

The Company's pro forma income before cumulative effect of a change in
accounting principle increased $474,479 or 78.2% for the six months ended June
30, 1999 compared to the same period in 1998. Pro forma income per share before
cumulative effect of a change in accounting principle increased to $0.18 during
the six months ended June 30, 1999 compared to $0.12 for the same period in
1998.

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998

Total revenues increased by $2,492,219 or 23.1% for the three months ended June
30, 1999 compared to the same period in 1998 primarily as a result of the
following:

  Restaurant sales increased by $2,456,390 or 24.2% for the three months ended
  June 30, 1999 compared to the same period in 1998. The increase is due
  primarily to the addition of five Company-owned restaurants since June 30,
  1998 and an increase in same store sales of 5.4% for the three month period.

  Commissary sales to franchised restaurants increased by $23,937 or 9.5% for
  the three months ended June 30, 1999 compared to the same period in 1998. The
  increase is due primarily to the addition of five franchised or licensed
  restaurants since June 30, 1998.

  Franchise fees and royalties increased by $82,066 or 41.2% for the three
  months ended June 30, 1999 compared to same period in 1998. The increase was
  due to a $35,000 increase in franchise fees received upon the opening of two
  new franchised restaurants during the three months ended June 30, 1999
  compared to one during the same period in 1998. Additionally, royalty income
  increased approximately $50,000 during the three months ended June 30, 1999
  compared to the same period in 1998 as a result of an increase in franchised
  restaurants.

  Other revenues decreased by $70,174 or 37.5% for the three months ended June
  30, 1999 compared to the same period in 1998 primarily due to the fact that
  the three months ended June 30, 1998 includes approximately $143,000 received
  from the Ohio Bureau of Workers' Compensation which represents a return of
  invested premiums by the State of Ohio. There was no similar income during the
  three months ended June 30, 1999. The decrease in other revenues is partially
  offset by an increase in volume related purchasing rebates of approximately
  $32,000.

Restaurant cost of sales increased by $703,334 or 23.5% for the three months
ended June 30, 1999 compared to the same period in 1998. The increase was
principally due to the opening of five additional Company-owned restaurants
since June 30, 1998. Restaurant cost of sales decreased as a percentage of sales
by 0.2% to 29.4% for the three months ended June 30, 1999 compared to 29.6%
during the same period in 1998.

Commissary cost of sales increased $35,402 or 16.1% for the three months ended
June 30, 1999 compared to the same period in 1998. The increase in commissary
cost of sales is due primarily to increased overhead costs in the three months
ended June 30, 1999 compared to the same period in 1998. As a percentage to
sales, commissary cost of sales increased 5.3%.

Restaurant operating expenses increased by $1,008,979 or 19.7% for the three
months ended June 30, 1999 compared to the same period in 1998. The increase
reflects the addition of five Company-owned restaurants since June 30, 1998.
Operating expenses decreased as a percentage of restaurant sales to 48.6% for
the three months ended June 30, 1999 from 50.4% for the same period in 1998
primarily due to a 1.0% decrease in labor costs and a 0.4% decrease in
controllable operating costs.

Selling, general and administrative expenses increased by $252,801 or 24.0% for
the three months ended June 30, 1999 compared to the same period in 1998. The
increase was due in part to the addition of management and staff

                                       16
<PAGE>
personnel during 1998 and the six months of 1999 to support the growing
restaurant base and additional advertising costs. Because of the Company's
restaurant growth plans, management expects selling, general and administrative
expenses to continue to increase during the remainder of 1999 in absolute
dollars. As a percentage to total revenues, selling, general and administrative
expenses were 9.8% of revenues for the three months ended June 30, 1999 and
1998.

Preopening expenses were $120,228 for the three months ended June 30, 1999
versus preopening amortization of $209,958 for the three months ended June 30,
1998. See the discussion above regarding the adoption of Statement of Position
98-5.

Depreciation and amortization expense increased $89,468 or 25.2% for the three
months ended June 30, 1999 compared to the same period in 1998 due primarily to
the addition of five Company-owned restaurants since June 30, 1998.

Net interest expense increased $38,815 or 16.3% for the three months ended June
30, 1999 compared to the same period in 1998. The increase resulted from
increased borrowing to fund the growth in Company-owned restaurants.

The combined estimated effective federal and state income tax rate was 35% for
the three months ended June 30, 1999. The pro forma adjustments provide for
income taxes as though the Company had been subject to corporate income taxes
throughout the periods presented.

The Company's pro forma income before cumulative effect of a change in
accounting principle increased $294,548 or 76.6% for the three months ended June
30, 1999 compared to the same period in 1998. Pro forma income per share before
cumulative effect of a change in accounting principle increased to $0.12 during
the three months ended June 30, 1999 compared to $0.08 for the same period in
1998.


LIQUIDITY AND CAPITAL RESOURCES

Our ability to expand the number of our restaurants will depend on a number of
factors, including the selection and availability of quality restaurant sites,
the negotiation of acceptable lease or purchase terms, the securing of required
governmental permits and approvals, the adequate supervision of construction,
the hiring, training and retaining of skilled management and other personnel,
the availability of adequate financing and other factors, many of which are
beyond our control. The hiring and retention of management and other personnel
may be difficult given the low unemployment rates in the areas in which we
intend to operate. There can be no assurance that we will be successful in
opening the number of restaurants anticipated in a timely manner. Furthermore,
there can be no assurance that our new restaurants will generate sales revenue
or profit margins consistent with those of our existing restaurants, or that
these new restaurants will be operated profitably.

Our principal capital needs arise from the development of new restaurants, and
to a lesser extent, maintenance and improvement of existing facilities. The
principal sources of capital to fund these expenditures were internally
generated cash flow, bank borrowings and lease financing. The table on the
following page provides certain information regarding our sources and uses of
capital for the periods presented.




                                       17

<PAGE>
                                                   Six Months Ended
                                                       June 30

                                                  1999          1998
                                                  ----          ----

Net cash provided by operations              $ 1,760,152   $ 1,329,243

Purchases of property and equipment            4,765,368     2,505,742

Proceeds from common stock offering            7,765,397             -

Net distributions of members' equity                   -      (551,445)

Net borrowings (payments) on long-term
  debt and capital lease obligations          (5,277,733)    1,529,657




Since the acquisition of the Tumbleweed business, our single largest use of
funds has been for capital expenditures consisting of land, building and
equipment associated with our restaurant expansion program. The substantial
growth of the Company over the period has not required significant additional
working capital. Sales are predominantly for cash and the business does not
require the maintenance of significant receivables or inventories. In addition,
it is common within the restaurant industry to receive trade credit on the
purchase of food, beverage and supplies, thereby reducing the need for
incremental working capital to support sales increases.

We both own and lease our restaurant facilities. Management determines whether
to acquire or lease a restaurant facility based on its evaluation of the
financing alternatives available for a particular site.

We plan to open two additional Company-owned Tumbleweed restaurants during 1999,
depending on the availability of quality sites, the hiring and training of
sufficiently skilled management and other personnel, and other factors. As of
June 30, 1999, we had one restaurant under construction which opened in July
1999.

We will utilize mortgage, sale/leaseback and landlord financing, as well as
equipment leasing and financing, for a portion of the development costs of
restaurants opened during 1999. The remaining costs will be funded by available
cash reserves, cash provided from operations and borrowing capacity. Management
believes such sources will be sufficient to fund our expansion plans through
1999. Should our actual results of operations fall short of, or our rate of
expansion significantly exceed our plans, or should our costs or capital
expenditures exceed expectations, we may need to seek additional financing in
the future. In negotiating such financing, there can be no assurance that we
will be able to raise additional capital on terms satisfactory to us.

We have a $6,500,000 mortgage revolving line of credit note with National City
Bank (the "Credit Facility"). At June 30, 1999, we had outstanding borrowings
under the Credit Facility of approximately $4,662,148. The Credit Facility
imposes restrictions on us with respect to the maintenance of certain financial
ratios, the incurrence of indebtedness, the sale of assets, mergers, capital
expenditures and the payment of dividends.

In order to provide any additional funds necessary to pursue the Company's
growth strategy, we may incur, from time to time, additional short and long-term
bank indebtedness and may issue, in public or private transactions, our equity
and debt securities, the availability and terms of which will depend upon market
and other conditions. There is no assurance that such additional financing will
be available on terms acceptable to us.

CHANGE IN ACCOUNTING PRINCIPLE

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 98-5, "Reporting the Costs of Start-Up Activities."
The SOP was effective beginning January 1, 1999 and requires that start-up costs
capitalized prior to January 1, 1999 be written-off and any future start-up
costs be expensed as incurred. Prior to 1999, we capitalized our preopening
costs incurred in connection with opening new restaurant locations. The
unamortized balance of the Company's deferred preopening costs ($524,669 as of
December 31,

                                       18
<PAGE>
1998) were written-off (net of income taxes of $183,634) as a cumulative effect
of an accounting change on January 1, 1999.

IMPACT OF YEAR 2000

We have scheduled the replacement of certain of our older computer systems with
hardware and software that has been certified to be Year 2000 compliant. We have
also completed an assessment of our other computer systems and will modify or
replace portions of our software so that our computer systems will function
properly with respect to dates in or after the Year 2000. The total Year 2000
project cost is estimated at approximately $406,000, which includes $370,000 for
the purchase of new hardware and software that will be capitalized and $36,000
that will be expensed as incurred. As of June 30, 1999, we had incurred
approximately $60,000 relating to the Year 2000 Project.

The project is estimated to be completed during September 1999, which is prior
to any anticipated impact on our operating systems. We believe that as a result
of the installation of new hardware, the modifications to existing software and
conversions to new software, the Year 2000 issue will not pose significant
operational problems for our computer systems. However, if such modifications
and conversions are not made, or are not completed timely, the inability of our
computer systems to function accurately could have a material impact on the
operations of the Company.

We have queried our significant vendors with respect to Year 2000 issues. Based
on the responses received from vendors, we are not aware of any vendors with a
Year 2000 issue that would materially impact results of operations, liquidity,
or capital resources.

We are in the process of developing a contingency plan in the event that we do
not complete all phases of our Year 2000 program.

The costs of the project and the date on which we believe we will complete the
Year 2000 modifications are based on management's best estimates, which were
based on numerous assumptions of future events, including the continued
availability of certain resources and other factors. However, there is no
guarantee that these estimates will be achieved and actual results could differ
materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area, the ability to locate and correct all
relevant computer codes, and similar uncertainties.

IMPACT OF INFLATION

The impact of inflation on the cost of food, labor, equipment, land and
construction costs could harm our operations. We pay a majority of our employees
hourly rates related to federal and state minimum wage laws. As a result of
increased competition and the low unemployment rates in the markets in which our
restaurants are located, we have continued to increase wages and benefits in
order to attract and retain management personnel and hourly workers. In
addition, most of our leases require us to pay taxes, insurance, maintenance,
repairs and utility costs, and these costs are subject to inflationary
pressures. Most of the leases provide for increases in rent based on increases
in the consumer price index when the leases are renewed. We may attempt to
offset the effect of inflation through periodic menu price increases, economies
of scale in purchasing and cost controls and efficiencies at existing
restaurants.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not enter into derivative transactions or speculate on the future
direction of interest rates. We are exposed to interest rate changes primarily
as a result of our variable rate debt instruments. As of June 30, 1999,
approximately $10,400,000 of our debt bore interest at variable rates. We
believe that the effect, if any, of reasonably possible near-term changes in
interest rates on our consolidated financial position, results of operations or
cash flows would not be significant.

                                       19
<PAGE>
PART II.    OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits:

    *2.1  Agreement and Plan of Merger, dated as of June 23, 1998, between
          Tumbleweed, LLC and Registrant

    *3.1  Certificate of Incorporation of Registrant

    *3.2  Bylaws of Registrant

   *10.1  Revolving Credit Loan Agreement, dated January 24, 1995, between Bank
          One, Kentucky, N.A. (f/k/a Liberty National Bank & Trust Company of
          Kentucky) and Registrant

   *10.2  Revolving Line of Credit Note, dated August 8, 1996, between
          Tumbleweed, LLC and National City Bank of Kentucky and related Loan
          Agreement

   *10.3  Master International License Agreement, dated August 29, 1997, between
          Tumbleweed International LLC and Tumbleweed, LLC

   *10.4  Employment Agreement between John A. Butorac, Jr. and Tumbleweed, Inc.

   *10.5  Employment Agreement between James M. Mulrooney and Tumbleweed, Inc.

   *10.6  Lease Agreement, dated August 28, 1997 between West Broad Development,
          LLC and Tumbleweed, LLC

   *10.7  Lease Agreement between Keller LLC and Tumbleweed LLC

   *10.8  Agreement and Assignment, dated April 20, 1995, between Keller LLC and
          Tumbleweed, LLC

   *10.9  Lease Agreement, dated April 1, 1995, between Douglas Ventures, Abfam,
          Inc. and Blue Door Bowling Green Joint Venture

   *10.10 Sublease Agreement, dated June 30, 1995, among Douglas Ventures,
          Abfam, Inc., Blue Door Bowling Green Joint Venture and Tumbleweed, LLC

   *10.11 Sublease Agreement, dated February 5, 1997, between TW Dixie Bash, LLC
          and Tumbleweed, LLC (for Bardstown Road restaurant)

   *10.12 Sublease Agreement, dated February 5, 1997, between TW Dixie Bash, LLC
          and Tumbleweed, LLC (for Valley Station restaurant)

   *10.13 Asset Purchase Agreement, dated October 1, 1996, between Tex Mex To
          You, LLC and Tumbleweed, LLC

   *10.14 Commitment Letter, dated June 12, 1997, between CNL Fund Advisors,
          Inc. and TW Tennessee, LLC

   *10.15 Tumbleweed, Inc. 1998 Stock Option and Incentive Compensation Plan

                                       20
<PAGE>
   *10.16 Form of Standard Franchise Agreement for Tumbleweed, LLC

   *10.17 Articles of Incorporation of Tumbleweed Marketing Fund, Inc

   *10.18 By laws of Tumbleweed Marketing Funds, Inc.

   *10.19 Bonus Compensation Plan for Senior Executives

  **10.20 Revolving Line of Credit Note, dated April 21, 1999, between
          Tumbleweed, Inc. and National City Bank of Kentucky and related Loan
          Agreement

    27.1   Financial Data Schedule

   *99.1  Registration Rights Agreement between Tumbleweed, Inc. and Tumbleweed,
          LLC

         *  Incorporated  by reference to exhibits of the same number filed with
            the Commission on June 29, 1998 in Form S-1 Registration No.
            333-57931

         ** Incorporated by reference to exhibits of the same number filed with
            the Commission on May 12, 1999 in Form 10-Q File No. 333-57931.

      (b)  Reports on Form 8-K

         None.

Items 1, 2, 3, 4 and 5 are not applicable and have been omitted.


















                                       21
<PAGE>

                                    Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.

Dated:        August 9, 199                        Tumbleweed, Inc.

                                                   By:  /s/ James M. Mulrooney
                                                   --------------------------
                                                   James M. Mulrooney
                                                   Executive Vice President
                                                   Chief Financial Officer





































                                       22